flyExclusive (NYSE: FLYX) expands Volato pact and pays $2.1M in stock

Rhea-AI Filing Summary

flyExclusive, Inc. entered into a Fourth Amendment to its Aircraft Management Services Agreement with Volato Group, Inc., expanding their strategic relationship and setting up options tied to Volato’s aviation assets. The amendment gives flyExclusive a right to buy certain aviation-related assets and assume related obligations, while Volato receives a mirror right to sell specified assets and assign obligations back to flyExclusive.

The amendment also links these asset options to a potential merger of Volato with M2i Global, Inc. and extends the contract term to the earlier of September 1, 2026, completion of any related asset purchase, or completion of the Volato merger. In return, flyExclusive will provide total consideration of $4.1 million, with $2.1 million already committed in the form of 432,099 shares of its Class A common stock.

Those shares will be issued after required approvals, and flyExclusive agreed to file by October 31, 2025 a registration statement to allow Volato to resell the stock, using commercially reasonable efforts to keep that registration effective until Volato’s shares become freely tradable under Rule 144.

Insights

Equity & strategic transactions analyst

flyExclusive deepens Volato partnership and pays part of a $4.1M amendment fee in stock, adding modest equity overhang.

The amendment formalizes new asset options between flyExclusive and Volato, giving each side rights to transfer specified aviation assets and obligations. It also ties these options to the contemplated Volato merger with M2i Global, Inc., while extending the management agreement term to the earlier of September 1, 2026 or completion of asset purchases or the merger. This structure preserves flexibility around how the relationship evolves if Volato’s ownership changes.

Financially, flyExclusive agrees to $4.1 million in consideration, with $2.1 million to be satisfied in 432,099 Class A shares. That introduces incremental dilution, though the scale cannot be benchmarked here without outstanding share data. The planned resale registration by October 31, 2025 means Volato will have a path to liquidity once the registration is effective and Rule 144 conditions are met, so future disclosures about asset option exercises and any merger completion will be important for understanding longer-term impacts.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 1, 2025

flyExclusive, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40444	86-1740840
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2860 Jetport Road, Kinston, NC	28504
(Address of principal executive offices)	(Zip Code)

252-208-7715

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock		FLYX		NYSE American LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share		FLYX WS		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on September 2, 2024, flyExclusive, Inc. (the “Company”) entered into an Aircraft Management Services Agreement (as amended, the “Volato Agreement”) with Volato Group, Inc. (“Volato”). Pursuant to the Volato Agreement, Volato engaged the Company as an independent contractor to provide certain aircraft management services and agreed that the Company will be the exclusive provider of such services to Volato. Under the terms of the Volato Agreement, the Company manages flight operations, sales, and expenses of Volato’s fleet. As part of the Volato Agreement, Volato granted the Company an option to acquire Volato via merger with and into a wholly owned subsidiary of the Company, subject to required consents and approvals by both Volato and the Company (the “Merger Option”).

On October 1, 2025, the Company and Volato entered into a Fourth Amendment to Aircraft Management Services Agreement (the “Amendment”). Pursuant to the Amendment, Volato granted the Company the right to purchase from Volato certain aviation-related assets and assume certain obligations of Volato related to aviation-related assets (the “flyExclusive Option”), and the Company granted Volato the right to sell to the Company certain aviation-related assets and assign certain obligations of Volato (the “Volato Option,” and collectively with the flyExclusive Option, the “Asset Options”). The Volato Option is exercisable by Volato beginning on the effective date of the Amendment and ends on the earlier of (i) the end of the Term (defined below), (ii) the day immediately prior to the beginning of the exercise period of the flyExclusive Option, and (iii) the completion of the Merger Option. The flyExclusive Option is exercisable by the Company beginning six months following the completion of any change of control of Volato and will expire simultaneously with the end of the Term (as defined below). The Volato Merger (as defined below), if consummated, would constitute a change of control under the Amendment, triggering the beginning of the exercise date of the flyExclusive Option as March 31, 2026. In addition, the term of the Volato Agreement (the “Term”) was extended to the sooner of (i) September 1, 2026, (ii) the consummation of the asset purchase agreements applicable to the Asset Options, subject to an exercise of either of the Asset Options or (iii) the consummation of the merger (or any substantially similar transaction) of Volato and M2i Global, Inc. (the “Volato Merger”) pursuant to an Agreement and Plan of Merger among them, dated as of July 28, 2025, subject to the exercise of the Merger Option.

In consideration for the Amendment, including the transfer of assets envisioned by the flyExclusive Option and the settlement of certain outstanding accounts between Volato and the Company, and the grant by Volato to the Company of certain additional rights, the Company will pay Volato $4.1 million, $2.1 million of which was payable on the date of the Amendment. The Company may pay, in its discretion, some or all of the consideration in cash or shares of its Class A common stock. The Company has elected to pay all of the $2.1 million in shares of its Class A common stock and will issue an aggregate of 432,099 shares upon the receipt of all necessary approvals and conditions.

Also pursuant to the Amendment, the Company agreed that if it elects to pay any or all of the consideration in shares of Company Class A common stock, it will file by October 31, 2025, a registration statement to register the resale of the Company’s Class A common stock to be issued to Volato. The Company will use commercially reasonable efforts to cause the registration statement to become effective as promptly as practicable and to remain effective until the date on which all such shares are eligible for resale under Rule 144 without restriction.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On October 7, 2025, the Company issued a press release regarding the Amendment, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference. The 432,099 shares of Class A common stock to be issued as consideration as described in this Current Report on Form 8-K were offered and will be sold to Volato in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.

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Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.	Document
10.1	Fourth Amendment to Aircraft Management Services Agreement, effective as of October 1, 2025, by and between flyExclusive, Inc. and Volato Group, Inc.
99.1	Press Release, Dated October 7, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 7, 2025

FLYEXCLUSIVE, INC.
By:	/s/ Thomas James Segrave, Jr.
Name:	Thomas James Segrave, Jr.
Title:	Chief Executive Officer and Chairman

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FAQ

What agreement did flyExclusive (FLYX) amend with Volato?

flyExclusive amended its existing Aircraft Management Services Agreement with Volato Group, Inc. through a Fourth Amendment that adds asset transfer options and extends the agreement’s term under specified conditions.

What are the new asset options between flyExclusive and Volato?

The amendment grants flyExclusive a right to purchase certain aviation-related assets and assume related obligations (the flyExclusive Option), and grants Volato a right to sell certain aviation-related assets and assign obligations to flyExclusive (the Volato Option).

How does the Volato merger affect flyExclusives options?

A potential merger of Volato with M2i Global, Inc. is treated as a change of control. If that Volato Merger closes and the Merger Option is exercised, it would trigger the start of the flyExclusive Option exercise period, which the amendment identifies as beginning on March 31, 2026.

What consideration is flyExclusive paying under the amendment with Volato?

flyExclusive will provide total consideration of $4.1 million in connection with the amendment, the contemplated asset transfers, settlement of certain accounts, and additional rights granted. Of this amount, $2.1 million was payable on the amendment date.

How many flyExclusive shares will be issued to Volato and under what terms?

flyExclusive elected to satisfy the initial $2.1 million portion entirely in equity and will issue 432,099 shares of its Class A common stock to Volato, with issuance conditioned on required approvals and other conditions.

Will the shares issued to Volato be registered for resale?

Yes. flyExclusive agreed to file a registration statement by October 31, 2025 to register the resale of the Class A common stock issued to Volato and to use commercially reasonable efforts to keep it effective until those shares are eligible for unrestricted resale under Rule 144.

Were the shares issued to Volato registered under the Securities Act?

No. The 432,099 Class A shares to be issued as consideration will be offered and sold to Volato in reliance on the Section 4(a)(2) exemption from the registration requirements under the Securities Act of 1933.